Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2023

THE J. M. SMUCKER COMPANY

(Exact name of registrant as specified in its charter)

Ohio

001-05111

34-0538550

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


One Strawberry Lane
Orrville, Ohio		44667-0280
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (330) 682-3000

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common shares, no par value

SJM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01

Completion of Acquisition or Disposition of Assets.

On November 7, 2023, The J. M. Smucker Company, an Ohio Corporation (the “Company”), completed the previously announced acquisition of Hostess Brands, Inc., a Delaware corporation (“Hostess Brands”), pursuant to the Agreement and Plan of Merger, dated as of September 10, 2023 (the “Merger Agreement”), by and among the Company, Hostess Brands, and SSF Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Purchaser”).

As previously disclosed, pursuant to the Merger Agreement, Purchaser commenced an exchange offer (the “Offer”) to purchase all issued and outstanding shares of Class A common stock of Hostess Brands, par value $0.0001 per share (the “Hostess Brands Common Stock”) for (a) $30.00 in cash and (b) 0.03002 common shares, no par value per share, of the Company, plus cash in lieu of fractional shares, in each case, without interest and net of any withholding of taxes (the “Offer Consideration”).

The Offer expired at 12:00 p.m., Eastern Time, on November 7, 2023 (the “Expiration Time”). The depositary and exchange agent for the Offer has advised the Company that, as of the Expiration Time, a total of 69,250,307 shares of Hostess Brands Common Stock had been validly tendered and not validly withdrawn pursuant to the Offer, which represented approximately 52.10% of the aggregate voting power of Hostess Brands Common Stock outstanding immediately after the consummation of the Offer, and an additional 22,117,606 Hostess Brands shares were tendered pursuant to guaranteed delivery procedures, representing approximately an additional 16.64% of the aggregate voting power of the Hostess Brands shares outstanding immediately after the consummation of the Offer. On November 7, 2023, Purchaser irrevocably accepted for exchange all shares of Hostess Brands Common Stock validly tendered and not validly withdrawn pursuant to the Offer.

On November 7, 2023, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Hostess Brands, with Hostess Brands surviving as a wholly owned subsidiary of the Company (the “Merger”), in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”). In the Merger, each then-outstanding share of Hostess Brands Common Stock, other than shares held in treasury, by the Company, Hostess Brands or their respective subsidiaries and shares held by stockholders who have validly exercised their appraisal rights under the DGCL, were cancelled and converted into the right to receive the Offer Consideration.

Additional Information

The foregoing descriptions of the Offer, the Merger and the Merger Agreement in this Item 2.01 do not purport to be complete and are qualified in their entirety by the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2023, and is incorporated by reference herein.

Item 8.01

Other Events.

On November 7, 2023, the Company issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Financial statements of the acquired business are not included in this Current Report on Form 8-K. Such financial statements will be filed by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

Pro forma financial information relative to the acquired business is not included in this Current Report on Form 8-K. Such pro forma financial information will be filed by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.

(d) Exhibits


Exhibit

2.1		Agreement and Plan of Merger, dated as of September 10, 2023, by and among the Company, Purchaser, and Hostess Brands (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on September 12, 2023).

99.1		Press release issued by the Company, dated November 7, 2023.*

104		The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

*	Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	THE J. M. SMUCKER COMPANY
Date: November 7, 2023
	By:	/s/ Jeannette L. Knudsen
		Name:	Jeannette L. Knudsen
		Title:	Chief Legal Officer and Secretary

Exhibit 99.1

The J.M. Smucker Co. Completes the Acquisition of Hostess Brands to Advance Strategy and

Expand Family of Brands in Growing Categories

ORRVILLE, Ohio, November 7, 2023 — The J. M. Smucker Co. (NYSE: SJM) (“Company”) announced today the closing of the transaction to acquire Hostess Brands, Inc. (NASDAQ: TWNK) (“Hostess Brands”). The Company previously announced the signing of a definitive agreement for the transaction on September 11, 2023.

The transaction includes the Hostess^® sweet baked snacks brands, including Hostess^® Donettes^®, Twinkies^®, CupCakes, DingDongs^®, Zingers^®, CoffeeCakes, HoHos^®, Mini Muffins and Fruit Pies and the Voortman^® cookie brand, along with manufacturing facilities in Emporia, Kansas; Burlington, Ontario; Chicago, Illinois; Columbus, Georgia; Indianapolis, Indiana and Arkadelphia, Arkansas (which is currently under construction) and a distribution facility in Edgerton, Kansas. Additionally, approximately 3,000 employees will join the Company in conjunction with the transaction.

“We are excited to formally welcome Hostess Brands and for the tremendous opportunity we have with the combined capabilities our businesses offer,” said Mark Smucker, Chair of the Board, President and Chief Executive Officer. “Consumers’ increasing reliance on snacking to fit lifestyle needs and convenience choices has expanded the occasions where the category can deliver, and the sweet baked goods category is one of the largest and fastest growing in the industry. With the Hostess acquisition, we have a strong position in this highly attractive segment with popular brands that consumers love.”

“In addition, the synergy of our businesses creates a compelling platform to drive sustainable growth. Hostess offers an expanded distribution model, including strength in the convenience store channel; a robust innovation engine; and extensive manufacturing capabilities. This is complemented by the strong retailer relationships in the grocery and mass channels we have at Smucker; along with our advanced commercial organization, highlighted by our industry leading consumer insights and marketing; and our continuous productivity approach. The combination of these capabilities positions us to deliver on the aspirations we have for the business.”

The Company will provide further details about the transaction’s impact on its financial outlook when it reports its second quarter fiscal 2024 results on December 5, 2023.

About The J. M. Smucker Co.

At The J.M. Smucker Co., it is our privilege to make food people and pets love by offering a diverse family of brands available across North America. We are proud to lead in the coffee, peanut butter, fruit spreads, frozen handheld, sweet baked goods, dog snacks and cat food categories by offering brands consumers trust for themselves and their families each day including Folgers^®, Dunkin’^®, Café Bustelo^®, Jif^®, Smucker’s^® Uncrustables^®, Smucker’s^®, Hostess Brands^®, Voortman^®, Milk-Bone^® and Meow Mix^®. Through our unwavering commitment to producing high quality products, operating responsibly and ethically and delivering on our Purpose, we will continue to grow our business while making a positive impact on society. For more information, please visit jmsmucker.com.

The J. M. Smucker Co. is the owner of all trademarks referenced herein, except for Dunkin’^®, which is a trademark of DD IP Holder LLC. The Dunkin’^® brand is licensed to The J.M. Smucker Co. for packaged coffee products sold in retail channels, such as grocery stores, mass merchandisers, club stores, e- commerce and drug stores, as well as in certain away from home channels. This information does not pertain to products for sale in Dunkin’^® restaurants.

Forward Looking Statements

This press release includes certain forward-looking statements within the meaning of federal securities laws that involve risks and uncertainties relating to future events and the future performance of the Company. The forward-looking statements may include statements concerning our current expectations, estimates, assumptions and beliefs concerning future events, conditions, plans and strategies that are not historical fact. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expect,” “anticipate,” “believe,” “intend,” “will,” “plan,” “strive” and similar phrases. Federal securities laws provide a safe harbor for forward-looking statements to encourage companies to provide prospective information. We are providing this cautionary statement in connection with the safe harbor provisions. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made, when evaluating the information presented in this press release, as such statements are by nature subject to risks, uncertainties and other factors, many of which are outside of our control and could cause actual results to differ materially from such statements and from our historical results and experience. These risks and uncertainties include, but are not limited to, the following: risks related to the Company’s ability to realize the anticipated benefits of the merger between the Company, SSF Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company, and Hostess Brands (the “Transaction”), including the possibility that the expected benefits will not be realized or will not be realized within the expected time period; the effect of the consummation of the Transaction on the Company’s ability to retain key personnel and to maintain relationships with customers, suppliers and other business partners; negative effects of the consummation of the Transaction on the market price of the Company’s common stock and/or operating results; transaction costs associated with the Transaction; disruptions or inefficiencies in the Company’s operations or supply chain, including any impact caused by product recalls (including the Jif^® peanut butter product recall); political instability, terrorism, armed hostilities (including the ongoing conflict between Russia and Ukraine); extreme weather conditions; natural disasters; pandemics (including the novel coronavirus); work stoppages or labor shortages, or other calamities; risks related to the availability, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging, and transportation; the impact of food security concerns involving either the Company’s products or its competitors’ products, including changes in consumer preference, consumer litigation, actions by the U.S. Food and Drug Administration or other agencies, and product recalls; risks associated with derivative and purchasing strategies the Company employs to manage commodity pricing and interest rate risks; the availability of reliable transportation on acceptable terms; the ability to achieve cost savings related to restructuring and cost management programs in the amounts and within the time frames currently anticipated; the ability to generate sufficient cash flow to continue operating under the Company’s capital deployment model, including capital expenditures, debt repayment, dividend payments, and share repurchases; the ability to implement and realize the full benefit of price changes, and the impact of the timing of the price changes to profits and cash flow in a particular period; the success and cost of marketing and sales programs and strategies intended to promote growth in the Company’s businesses, including product innovation; general competitive activity in the market, including competitors’ pricing practices and promotional spending levels; the Company’s ability to attract and retain key talent; the concentration of certain of the Company’s businesses with key customers and suppliers, including single-source suppliers

of certain key raw materials and finished goods, and the Company’s ability to manage and maintain key relationships; impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets or changes in the useful lives of other intangible assets or other long-lived assets; the impact of new or changes to existing governmental laws and regulations and their application; the outcome of tax examinations, changes in tax laws, and other tax matters; a disruption, failure, or security breach of the Company or their suppliers’ information technology systems, including, but not limited to, ransomware attacks; and foreign currency exchange rate and interest rate fluctuations.

A more complete description of these and other material risks can be found under “Risk Factors” in reports and statements filed by the Company and Hostess Brands respectively with the U.S. Securities and Exchange Commission (the “SEC”), including each of the Company’s and Hostess Brands most recent Annual Reports on Form 10-K, as well as the Form S-4 and related exchange offer documents (and amendments thereto) filed by the Company and its acquisition subsidiary, SSF Holdings, Inc. The Company does not undertake any obligation to update or revise these forward-looking statements, which speak only as of the date made, to reflect new events or circumstances.

For Further Information:

The J. M. Smucker Co.: (330) 682-3000

Investors: Aaron Broholm, Vice President, Investor Relations

Media: Abbey Linville, Vice President, Corporate Communications

Document and Entity Information	Nov. 07, 2023
Cover [Abstract]
Entity Registrant Name	J M SMUCKER Co
Amendment Flag	false
Entity Central Index Key	0000091419
Document Type	8-K
Document Period End Date	Nov. 07, 2023
Entity Incorporation State Country Code	OH
Entity File Number	001-05111
Entity Tax Identification Number	34-0538550
Entity Address, Address Line One	One Strawberry Lane
Entity Address, City or Town	Orrville
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44667-0280
City Area Code	(330)
Local Phone Number	682-3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common shares, no par value
Trading Symbol	SJM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false